The legal requirement
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The obligation to lay the profit and loss account is on the directors, and the directors are also required to lay a balance sheet as at the date to which the profit and loss account is made up, in accordance with section 201 of the Companies Act at the company’s Annual General Meeting (AGM).
a) For a non-listed company, the accounts must be made up to a date not more than 6 months before the AGM;
b) For a public listed company, with financial year commencing on or after 1 January 2003, the accounts must be made up to a date not more than 4 months before the AGM; and
c) For a public listed holding company, with an AGM held on, or after 1 January 2004, and with financial year commencing on, or after 1 January 2003, the accounts must be made up to a date not more than 4 months before the AGM.
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This is part of the legislative principle of corporate disclosure, accountability and transparency that is imposed on a company which commonly enjoys limited liability. Members of the public, including creditors and other interested parties, will have regular access to shareholder, director and other financial information of the company.
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The law requires that a company must have up to date accounts. Therefore, we will generally not grant more than 2 months of time extension.
Example of section 201 application
To help you understand when the application may be necessary, please refer to the following example:
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The company is a private limited company.
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Its accounts are made up to 31 December 2009.
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In accordance with section 175, the company is required to hold its AGM by 31 July 2010.
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However, it must hold its AGM by 30 June 2010 to be in compliance with the law to lay accounts of not more than 6 months old before the AGM.
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The company encounters a problem and is only able to hold its AGM by 31 July 2010. To ensure that the company complies with section 201 of the Companies Act, it will need to apply for a one-month extension of time for the accounts. This means that the accounts are seven months old by the time the AGM is held.
Guidelines on application
1. Private limited and public unlisted companies can apply via BizFile for an extension of time of up to 2 months.
Step 1: At the BizFile homepage menu, select the transaction “Annual Filing” under the transaction group “Local Company”
Step 2: Select the transaction “Extension of time under section 201 (1 to 2 months) for private limited & unlisted public companies”.
2. Public listed companies cannot apply for an extension of time online. The application should be made in writing to ACRA stating clearly the reasons for the application and enclosing any supporting documents, together with the application fee. Comments from SGX have to be sought and a copy of SGX’s reply has to be submitted together with the application.
3. If there is any change in the financial year, the company is required to file a "Notification for change of financial year" before lodging the application.
4. The application fees range from $50 to $100 ($50 for 1 month and $100 for 2 months). Please note that the application fees are non-refundable.
5. An application for an extension of time must be made within 6 months from the end date of the period of accounts for private and public unlisted companies; or within 4 months from the end date of the period of accounts for public listed companies. Applications shall not be considered for more than one set of accounts. Late applications shall not be considered.
6. The application for "Extension of Time under section 201" can be made either in one single application for a maximum period of 2 months, or two applications of a period of 1 month each.
7. The reasons for requesting more time must be stated in your application for the extension of time.
Who can apply?
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Company officer (i.e. director or company secretary)
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Professional firm on behalf of the company
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Service bureau on behalf of the company
Processing time
The estimated processing time for 85% of all applications is within 5 days; 100% within 14 days.
Legal advice
Please seek professional advice if you are unsure about whether you need to apply for an extension of time or whether you need to apply for an extension of time under section 175 in addition to the section 201 application. We regret to inform you that ACRA officers are not empowered to provide such advice.
Other related guidelines
Application for an extension of time under section 175